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Independent Contractor Agreement template

An independent contractor agreement defines the work a freelancer or contractor will do, how they get paid, who owns the results, and makes clear they are not an employee.

Replace everything in [BRACKETS], export to PDF, then send it for signature.

1. Parties

This Independent Contractor Agreement (the "Agreement") is made as of [EFFECTIVE DATE] between [CLIENT NAME], located at [CLIENT ADDRESS] (the "Client"), and [CONTRACTOR NAME], located at [CONTRACTOR ADDRESS] (the "Contractor").

2. Services

The Contractor will provide the following services: [DESCRIPTION OF SERVICES] (the "Services"), including the deliverables and milestones described in [SCOPE OF WORK / EXHIBIT A]. Any change to the Services must be agreed in writing by both parties.

3. Term

This Agreement begins on the Effective Date and continues until [END DATE / COMPLETION OF THE SERVICES], unless terminated earlier under Section 9.

4. Payment

The Client will pay the Contractor [RATE OR FIXED FEE, e.g. USD 50 per hour / USD 5,000 per project]. The Contractor will invoice the Client [INVOICING FREQUENCY], and the Client will pay each undisputed invoice within [PAYMENT TERMS, e.g. 30] days. Pre-approved, reasonable expenses will be reimbursed on submission of receipts: [EXPENSE POLICY].

5. Independent Contractor Status

The Contractor is an independent contractor, not an employee, partner, or agent of the Client. The Contractor controls how, when, and where the Services are performed, supplies their own tools and equipment, and may work for other clients. The Contractor is solely responsible for their own taxes, insurance, and any required registrations, and is not entitled to employee benefits.

6. Intellectual Property

Upon full payment, all deliverables created specifically for the Client under this Agreement, and all intellectual property rights in them, are assigned to the Client. The Contractor retains ownership of pre-existing materials and general know-how, and grants the Client a non-exclusive, perpetual license to use any pre-existing materials incorporated into the deliverables.

7. Confidentiality

The Contractor shall keep confidential all non-public information of the Client obtained in connection with the Services and use it only to perform the Services. This obligation survives termination of this Agreement.

8. Warranties and Liability

The Contractor warrants that the Services will be performed in a professional and workmanlike manner and that the deliverables will not knowingly infringe the rights of any third party. Except for breaches of confidentiality or intellectual property obligations, each party's total liability under this Agreement is limited to [LIABILITY CAP, e.g. the fees paid under this Agreement].

9. Termination

Either party may terminate this Agreement with [NOTICE PERIOD] written notice, or immediately if the other party materially breaches it and fails to cure the breach within [CURE PERIOD] of notice. The Client will pay for Services performed up to the termination date.

10. Governing Law and General Terms

This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION]. It is the entire agreement between the parties on its subject, may only be amended in writing, and may not be assigned by the Contractor without the Client's written consent.

11. Signatures

The Parties agree that this Agreement may be signed electronically and in counterparts, and that electronic signatures have the same effect as handwritten signatures. CLIENT: [CLIENT NAME] Signature: ____________________ Name: [SIGNATORY NAME] Title: [SIGNATORY TITLE] Date: [DATE] CONTRACTOR: [CONTRACTOR NAME] Signature: ____________________ Date: [DATE]

When to use this template

  • When hiring a freelancer, consultant, or contractor for a project or ongoing work
  • When you want to document that the worker is self-employed, not an employee
  • When ownership of the work product (designs, code, content) needs to be clear
  • When a contractor will access your confidential information

How to fill it in and get it signed

  1. Add the client and contractor names, addresses, and the effective date.
  2. Describe the services and deliverables clearly, or attach a scope of work.
  3. Set the rate or fixed fee, invoicing schedule, payment terms, and expense policy.
  4. Choose the term, notice period, liability cap, and governing-law jurisdiction.
  5. Upload the agreement to eSignSimple and send it to both parties for e-signature.

This template is general information, not legal advice. Laws differ by country and state; have a lawyer review contracts with high stakes.

Frequently asked questions

What is the difference between an independent contractor and an employee?

Contractors generally control how and when they work, use their own tools, and serve multiple clients. Employees work under the employer's direction. Authorities look at the real relationship, not just the contract wording.

Who owns the work a contractor creates?

It depends on the contract and local law. This template assigns the deliverables to the client once they are paid for, while the contractor keeps pre-existing tools and know-how.

Can a contractor agreement be signed online?

Yes. Electronic signatures are generally valid for commercial contracts like this. With eSignSimple, the contractor can sign from any device without creating an account.

Do I need a lawyer to hire a contractor?

Not always, but worker classification rules can be strict and penalties for misclassification can be significant. For long-term or high-value engagements, consider getting legal advice.